Toronto, Ontario--(Newsfile Corp. - July 11, 2025) - Highland Critical Minerals Corp. (CSE: HLND) ("Highland" or the "Company") is pleased to announce that, through its newly incorporated and wholly owned subsidiary Highland Red Lake Gold Corp. ("Highland Red Lake" or the "Optionee"), it has entered into a property option agreement (the "Option Agreement") effective July 10, 2025 (the "Effective Date") with a third party (the "Optionor"). Under the Option Agreement, the Optionor has granted the Optionee the exclusive right to earn a 100% interest in mining claims on a property comprising approximately 3,366 hectares (the "Initial Option"), as well as a secondary option to earn a 100% interest in an adjacent 3,090-hectare property (the "2nd Option", and together with the Initial Option, the "Options"). The properties are prospective for greenstone extensions along a deep-tapping regional structure located in the northwestern extension of the prolific Red Lake Gold Camp (the "Properties"). The Options are subject to consideration and work commitments as set out in the Option Agreement.
Option Terms
In accordance with the terms of the Option Agreement, the Optionee can earn a 100% interest in each of the Properties, subject to underlying 2.0% net smelter return royalties ("NSR Royalties") on either one of the Properties if the Optionee exercises either one of the Options. As well, after the exercise of either one of the Options, and prior to the commencement of commercial production in respect of any of the Properties, the Optionee will have the right to repurchase half of the NSR Royalty from the Optionor for $800,000 and thereby reduce the rate of the royalty payable from 2.0% to 1.0%.
As consideration for the grant of the Options, the Optionee shall pay the Optionor the following cash payments:
- the sum of $7,500 payable within 5 days of the Effective Date (the "Initial Cash Payment"); and
- the sum of $5,000 payable within 5 days of receipt by the Optionee as consideration for a recommended exploration and development report authored by the Optionor.
To exercise either one of the Options, the Optionee must make the following cash payments to the Optionor:
- $80,000 to be paid within 15 months from Effective Date of which, and at the election of the Optionee, up to 25% of such payment may be made in the form of Class A Voting Common Shares in the capital of the Optionee ("Class A Shares"); and
- $80,000 to be paid within 24 months from Effective Date of which, and at the election of the Optionee, up to 25% of such payment may be made in the form of Class A Shares.
If the Optionee pays the payments to the Optionor in the form of both cash and Class A Shares, then
- if the Class A Shares are then listed on the Canadian Securities Exchange ("CSE"), then the price per Class A Share will be determined with the number of Class A Share being based on a per share deemed issue price equal to the 15 day volume-weighted average price of the shares for the period of any twenty (20) consecutive trading days on the CSE ending on the date that is two business days prior to the date of issuance of the additional Class A Shares, subject to a minimum price equal to the lowest price permitted by the CSE; and
- if the Class A Shares are not then listed on the CSE, then the price per share will be determined based on the issue price in the Optionee's most recent financing of Class A Shares (together with the Initial Cash Payment, the "Cash Payments").
Further, the Optionee shall perform a minimum of $60,000 of Qualifying Expenditures (as that term is described by the applicable securities regulators) (the "Qualified Expenditures") on the Property described in Schedule A of the Option Agreement on or before January 21, 2026 (the "Initial Work Commitment"). In the event that the entire Initial Work Commitment is not expended by January 21, 2026, the difference between the actual spend and the $60,000 will be owed to the Optionor by the Optionee and the applicable Option will then terminate.
The 2nd Option is exercisable anytime within 24 months of the Effective Date, subject to the reservation of the NSR Royalty.
Major Crustal Structures Projected to Surface on Highland Ground Add Discovery Potential
In February 2021, the Ontario Geological Survey ("OGS") highlighted the northern extension of the Red Lake greenstone belt in its annual 'Recommendations for Exploration' (publication 1). In that report the OGS drew attention to the interpretations of seismic profile data (2,3). Collectively, these references identify two major crustal features, referred to as E1 and E2. According to the OGS, similar structures farther south are spatially associated with the Red Lake Mine trend and the LP Fault at the Dixie Project, formerly held by Great Bear Resources (now Kinross Gold Corp.), respectively. E1 and E2 may represent major deep-tapping crustal features that act as regionally significant controls on mineralizing systems within the district.
Ted Yew, CEO of Highland, stated, "The identification of both the location and significance of major crustal features by the OGS and others in this northern extension of the belt highlights the exploration potential of the region. As several third parties independent studies have pointed out (1,2,3), similar structures occur close to major gold deposits in the Red Lake Mine trend. This Option gives Highland a strategic land position in what may represent a new frontier for gold exploration in the Red Lake district, offering exposure to the underexplored E1 and E2 structural corridor."
The CSE has not in any way passed upon the merits of the matters referenced herein and has neither approved nor disapproved the contents of this news release.
ABOUT HIGHLAND CRITICAL MINERALS CORP.
Highland is a mineral exploration and development company. Its activities consist of acquiring and exploring, mining properties to enhance shareholder value as it proceeds with the exploration work on the Church Property among other mining properties it may acquire and develop.
Qualified Person
The scientific and technical information in this news release has been reviewed and approved by Mark Richardson, P.Geo., who is a "qualified person" as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Mr. Richardson is an independent consultant to Highland Critical Minerals Corp.
For more information, please visit https://highlandcritical.com.
Referenced Sources:
1 Lewis, S.O. 2021. Deep tapping seismic structure in the Red Lake district; in Ontario Geological Survey, Resident Geologist Program, Recommendations for Exploration 2020-2021, p.9-13.
2 Zeng, Fafu and Calvert, Andrew. 2011. Imaging the upper part of the Red Lake greenstone belt, northwestern Ontario, with 3-D traveltime tomography. Canadian Journal of Earth Sciences, v.43. p.849-863. https://doi.o rg/10.1139/e06-027.
3 Calvert, Andrew J. and Cruden, Alexander R. 2004. Seismic evidence for the preservation of the Archean Uchi granite-greenstone belt by crustal-scale extension. Tectonophysics 388 p.135-143
For more information, please visit https://highlandcritical.com
Forward Looking Statements
Management cautions that past results or discoveries on properties near Highland's may not necessarily indicate mineralization on the Company's property.
This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this news release include, without limitation, statements related to the Company earning a 100% interest in each of the Properties; the Company will have the right to repurchase half of the NSR Royalty from the Optionor for $800,000; the Company's acquisition and exploring activities will enhance shareholder value; and the Company may acquire and develop other mining properties.
Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward- looking statements. The Company has applied several material assumptions in making such forward-looking statements, including without limitation: the Company will have the ability to earn a 100% interest in each of the Properties; the Company will have the ability to repurchase half of the NSR Royalty from the Optionor for $800,000; the Company's acquisition and exploring activities will have the ability to enhance shareholder value; and the Company will have the ability to acquire and develop other mining properties.
Forward-looking information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance, or achievements expressed or implied by such forward-looking statements or information. Factors that could cause the actual results to differ materially from those in forward-looking statements include the Company not earning a 100% interest in each of the Properties; the Company not haing the right to repurchase half of the NSR Royalty from the Optionor for $800,000; the Company's acquisition and exploring activities not enhancing shareholder value; the Company not acquiring and developing other mining properties; risks relating to the mining industry; and other risk factors discussed in the Company's long-form prospectus dated May 9, 2025. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
For more information, please contact:
Edward Yew
Ted.yew@highlandcritical.com
647-241-7202
Disclaimer
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any securities laws and may not be offered or sold in the United States unless registered under the 1933 Act and any applicable securities laws of any state of the United States or an applicable exemption from such registration requirements is available.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/258566
SOURCE: Highland Critical Minerals Corp.
